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					                                                                                  AIRLINE HYDRAULICS CORPORATION
                                                                                   TERMS AND CONDITIONS OF SALE


1. Prices: Unless Seller specifically states otherwise in writing, prices quoted apply only to the               If the Buyer or Agent grants any warranty greater in scope or time period or labor allowance, the Seller
quantity and to the delivery schedule specified, may not be accepted in part, and shall automatically            shall not be liable beyond the herein-stated limitations. Equipment and accessories not of our
expire after 30 calendar days from the quoted date. Prices are F.O.B. Origin, Seller’s manufacturing             manufacture are warranted to the extent of the warranty of the original manufacturer.
plant or branch unless Seller otherwise specifies. Additional services are subject to charge at Seller’s         No special, incidental, consequential or other damages shall be recoverable. The Seller shall not be
standard rates. Additionally, the price of any article scheduled for shipment on a date beyond a                 liable for consequential damages or contingent liabilities including, but not limited to, loss of life,
period of 90 calendar days from the date of Seller’s quotation or, if formal quotation has not been              personal injury, loss of crops, loss due to fire or water damage, loss of business income, downtime,
made, from receipt of Buyer’s order, is subject to increase or decrease by Seller unless otherwise               costs and trade or other commercial loss arising out of the failure of the product. The Seller will in no
agreed to in writing.                                                                                            event be liable for any sum in excess of the price received by it for the product for which liability is
                                                                                                                 claimed or associated.
Payment shall not prejudice claims on account of omissions or shortages in shipment, but no such
claim will be allowed unless made within 30 calendar days after receipt of shipment by Buyer.                    No products shall be returned without prior authorization from The Seller. Buyer shall prepay all
                                                                                                                 transportation charges for the return of such products to Seller’s factory or factory service center. There
Prices of electric motors and other accessory components are not guaranteed to Seller by the                     will be no acceptance of any charges for labor and/or parts incidental to the removal and remounting of
manufacturer and are subject to escalation. Therefore, Seller’s prices are subject to adjustment to              products repaired or replaced under this warranty.
reflect costs of electric motors and/or other accessory components in effect as the time of shipment.
                                                                                                                 The above warranty does not cover conditions over which we have no control, including, without
Prices include ordinary packing only.                                                                            limitation, contamination, pressures in excess of recommended maximum, products damaged or
                                                                                                                 subjected to accident, abuse or misuse after shipment from our factory, products altered or repaired by
2. Delivery:       Unless Seller otherwise specifies, delivery will be made F.O.B., Seller’s                     anyone other than Airline Hydraulics personnel, or persons so designated in writing by the Seller prior
manufacturing plant or branch and title and risk of loss shall pass to Buyer at that point. Seller shall         to commencement of said work.
have the right to choose means of transportation and to route shipments when specific instructions
are not included with Buyer’s order.                                                                             Types of failures which are not attributable to defects in materials and/or workmanship and which are
                                                                                                                 not considered by the Seller as covered under the warranty, include, but are not limited to:
The Seller shall not be liable, nor shall this order be subject to cancellation, for any delay in delivery
                                                                               s
which is caused by or due to any contingency beyond the Seller' control ("Force Majeure"),                       •      Damages due to deterioration during periods of storage by the purchaser prior to installation and
including, but not limited to, wars, fire, floods, riots, strikes or lockouts, or labor disputes involving the          operation
Seller or its subcontractors, insurrection, earthquakes, embargos, Acts of God, demands or                       •      Damage of any kind from erosive or corrosive action of any gasses or liquids handled by the
requirements of governments, failure of or delay in transportation, unusually severe weather, default                   machinery
of a supplier or subcontractor or due to any other cause beyond Seller’s reasonable control. In the              •      Lack of or incorrect type hydraulic fluid
event of delay for any such cause, the specified delivery date shall be extended for a reasonable                •      Contamination of the hydraulic fluid
length of time, but not less than the period of delay.                                                           •      Damage attributable to accident, abuse, neglect
                                                                                                                 •      Stripped splines or keyways on drive shaft
3. Terms of Payment: Unless otherwise agreed to in writing by Seller, terms of payment shall be,                 •      Incorrect mounting of external gears, pulleys, etc.
subject to credit approval by Seller, Net 30 Days from date of invoice.
                                                                                                                 •      Operating beyond the recommended maximum speeds, pressures, voltages or temperatures
                                                                                                                 •      Use of the product in a manner or purpose for which it was not designed or intended.
4. Taxes: Prices do not include any present or future federal, state or local sales, use, excise,
manufacturing, processing or importation tax, or any other tax or charge that is, or may be imposed,             •      Repairs by unauthorized personnel
on the articles or services covered hereby or on subsidiary articles or material incorporated therein.           •      Misalignment
Any such taxes or charges will be added to the invoices as separate items, unless appropriate
exemption certificates are furnished to Seller.                                                                  10.     Controlling Terms: Unless otherwise specifically agreed to by Seller in writing, all of the terms
                                                                                                                 and conditions hereunder shall be the sole terms and conditions governing any purchase by Buyer from
5. Compliance With Laws: Seller to the best of his knowledge and belief, is complying with all                   Seller. No modification of or addition to or waiver of any of the terms and conditions hereof will be
state and federal laws, orders and regulations applicable to the manufacture of the articles ordered.                                                                                                   s
                                                                                                                 effective unless agreed to in writing by Seller. If any terms on any of the Buyer' purchase orders
                                                                                                                 conflict with any of the terms and conditions herein, the terms of this document shall be controlling. Any
6. Partial Shipments: Unless Seller agrees in writing to the contrary, Seller reserves the right to                                                                      s
                                                                                                                 preprinted terms on the front or reverse of any Buyer' purchase order executed in connection with any
make and to invoice for partial shipments of completed articles.                                                 purchase by Buyer from Seller shall be of no effect.

7. Cancellation and Changes: Orders are not subject to cancellation, complete or partial, without                11.     Indemnity and Hold Harmless: To the fullest extent permitted by law, the Buyer agrees to
Seller’s written consent. Any reduction in quantities ordered shall constitute a partial cancellation            indemnify, hold harmless and defend the Seller, and its agents, employees, representatives, officers,
subject to this clause. If any change causes an increase in the cost of or time required for the                 directors, stockholders, members, managers and parent, subsidiary and affiliated companies (the
performance of any work under the order, an equitable adjustment will be made to the price or                    "Indemnified Parties") from and against any claims, damages, losses and expenses, including but not
delivery schedule, or both. Where Seller consents to cancellation, settlement will be made on the                                     s
                                                                                                                 limited to attorney' fees, arising out of or resulting from the performance of the work, whether
following basis: Buyer will pay to Seller, upon delivery, the full purchase price of all articles completed                               s
                                                                                                                 performed at the Buyer' site or not, provided that such claim, damage, loss or expense is attributable
at the time Seller agrees to cancellation and, if Seller elects to complete any part or all of the articles      to bodily injury, sickness, disease or death, or injury to or destruction of tangible property (other than
scheduled for delivery within 30 calendar days from such time, the full purchase price of all such               the work itself) including loss of use resulting there from, but only to the extent caused in whole or in
articles so completed, and Buyer will further pay to Seller a percentage of the purchase price of all            part by negligent acts or omissions of the Buyer, anyone directly or indirectly employed by them or
other articles equivalent to the percentage of completion thereof as determined by Seller’s normal               anyone for whose acts they may be liable, regardless or whether or not such claim, damage, loss or
cost accounting methods. Buyer will also pay the full unamortized costs of materials, dies, tools,               expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to
patterns, and fixtures, made or contracted specifically for Buyer’s order. Invoices for all cancellation         negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a
charges are payable promptly upon presentation. If within 60 calendar days from the presentation of              party or person described in this paragraph.
such invoice Buyer does not instruct Seller as to the disposition of the material, etc., arising from the
cancellation, Seller may sell the same, crediting Buyer for the proceeds. Buyer will also pay the                12.                                                                                s
                                                                                                                          Limitation of Seller's Liability: Except as may be provided, Seller' maximum aggregate
reasonable costs and expenses incurred by Seller in making a settlement hereunder and in protecting              liability to Buyer for breach of any and all terms, conditions, representations, covenants, obligations or
property in which Buyer has an interest.                                                                         other provisions of this agreement will not, individually or in the aggregate, exceed one hundred (100%)
                                                                                                                                                                                                               s
                                                                                                                 of the quoted and/or or acknowledged price. Excluded from the foregoing limitation of Seller' liability to
Seller will defer manufacture or delivery of any articles only if and to the extent agreed to in writing.        Buyer is the obligation to repair or replace defects in the work pursuant to Paragraph 9 above.

8. Defaults: If Buyer shall fail to pay promptly when due any sum owing to Seller or to perform any              13.    Confidential/Proprietary Information: Buyer and Seller hereby acknowledge that each may
agreement under this order or under any other order heretofore or hereafter placed with Seller or if             have access to confidential/proprietary information and trade secrets of the other party hereto.
Buyer shall be adjudicated bankrupt or insolvent or shall make an assignment for the benefit of                  Therefore, Buyer and Seller covenant that, without the prior written consent of the other party, they
creditors or if there shall be instituted by or against Buyer any proceeding under any bankruptcy,               shall not utilize or disclose any confidential/proprietary information or trade secrets disclosed to them by
reorganization, arrangement, readjustment of debt or insolvency law of any jurisdiction or for the               the other party, except in connection with their respective obligations under this agreement. The above
appointment of a receiver or trustee in respect of any of Buyer’s property and, if any such proceeding           nondisclosure restriction shall not apply to any information that (i) can be demonstrated by competent
shall be instituted against Buyer, it shall not be dismissed within 20 calendar days, or if Seller shall         proof to have been known by the recipient at the time of receipt and reduced to writing; (ii) was
reasonably believe that Buyer is unable to meet Buyer’s debts as they mature, then, and in any such              subsequently otherwise legally acquired by such party from a third person having an independent right
event, Seller may, in addition to exercising any or all other rights that Seller may have, require               to disclose the information; (iii) is now, or later becomes, publicly known without breach of this
payment of cash upon delivery, and Seller may, upon written notice to Buyer at any time, terminate all           agreement by either party; or (v) is required to be disclosed pursuant to applicable law or legal process.
Seller’s obligations under any one or more of such orders. Upon termination pursuant to this clause,             Further, the parties covenant that, without the prior written consent of the other party, they shall not
Buyer shall thereupon become obligated to pay the same sum in respect to each such order as if                   disclose any information relating to the terms of this agreement or the Work to any person other than
such order had been cancelled by Buyer with Seller’s consent and settlement had been made on the                 the parties' agents, employees and representatives.
basis set forth in Paragraph 7 of these Terms and Conditions.
                                                                                                                 14.     Applicable Law: Unless otherwise provided in writing by Seller, all purchases by Buyer from
9. Warranties: The Seller warrants all products to be free from defects in material and                          Seller and the performance of the parties hereunder are in all respects (including, but not limited to, all
workmanship under normal operating conditions and proper application in accordance with the                      matters of interpretation, validity, performance, breach, and the consequences of breach) to be
current manufacturer’s specifications for operation as specified below:                                          governed by and construed in accordance with the internal, substantive laws of the Commonwealth of
                                                                                                                                                                                                 s
                                                                                                                 Pennsylvania, excluding, and without regard to, its or any other jurisdiction' rules concerning any
•      Assembled Product (Power units, Pneumatic subassemblies, Structural framing, Hose                         conflict of laws, as amended and now in effect.
       assemblies, Electrical control enclosures, etc.) & Repaired Product (Pumps, Valves, Cylinders,
       Motors, etc.) – twelve (12) months after shipment date                                                    15.    Severability: The sections of this agreement are severable, and in the event any section or
                                                                                                                 portion of the agreement shall be declared illegal or unenforceable, the remainder of the agreement
                                                                                                                 shall be effective and binding on Buyer and Seller.
•      Vendor items – per manufacturers’ warranty policy.             Copies of such warranties will be
       furnished upon request.
                                                                                                                 16.                    s
                                                                                                                        Waiver: Seller' failure to insist on performance of any of the terms or conditions herein or to
                                                                                                                                                           s
                                                                                                                 exercise any right or privilege, or Seller' waiver of any breach hereunder, shall not constitute a waiver
Limitations on Warranty
                                                                                                                 of any other terms, conditions, privileges or rights, whether of the same or similar type.
This warranty is expressly in lieu of any other warranties expressed or implied, including any warranty
of merchantability or fitness for a particular purpose.
                                                                                                                 17.     Entire Agreement: This document shall constitute the entire and complete agreement between
                                                                                                                 Buyer and Seller with respect to all matters contained herein, and they supersede all previous drafts,
Buyer’s sole and exclusive remedy under this warranty shall be limited to the repair or exchange of
                                                                                                                 inquiries, offers, correspondence and the like between the parties with respect to the subject matters
warranted products at our option, F.O.B. our factory.
                                                                                                                 hereof.

AHC-D0108 OCT-04

				
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posted:11/13/2011
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